LICENSE AGREEMENT
                                -----------------

         This  Agreement is entered into by and between  VISX,  INCORPORATED,  a
Delaware  corporation  ("LICENSOR"),  and LASERSIGHT,  INCORPORATED,  a Delaware
corporation ("LICENSEE").
                                    RECITALS:
                                    ---------

         LICENSOR is the owner of certain patents and patent applications issued
in  countries  other  than the  United  States  (hereinafter  Licensed  Patents)
covering  developments in the field of ophthalmological  laser surgery generally
referred  to  as   Phototherapeutic   Keratectomy  ("PTK")  and  Photorefractive
Keratectomy ("PRK").

         LICENSEE or its Affiliates manufacture and sell, and desire to continue
to manufacture and sell, ophthalmological laser surgical equipment. LICENSOR and
LICENSEE are  presently  engaged in  litigation  in the Federal Court of Canada,
Trial Division,  entitled VISX,  Incorporated v. LaserSight,  Incorporated,  et.
al.,  No.  T-1876-95  ("the  Canadian  Action"),  wherein  LICENSOR  asserts and
LICENSEE denies that LICENSEE has infringed certain of the LICENSED PATENTS.

         LICENSOR and LICENSEE wish to settle the Canadian  Action and any other
disputes that may exist between them relating to said LICENSED PATENTS.

         IT IS, THEREFORE, AGREED:

                                    ARTICLE 1
                               GENERAL DEFINITIONS
                               -------------------

         1.1 Affiliate.  The term  "Affiliate"  shall mean,  with respect to any
person or entity,  any other  person or entity  that,  directly  or  indirectly,
controls,  is under common  control  with,  or is  controlled  by that person or
entity. For purposes of this definition,  "control" (including, with correlative
meaning,  the terms  "controlled by" and "under common control  with"),  as used
with  respect to any person or entity,  shall mean the  possession,  directly or
indirectly,  of the power to direct and/or cause the direction of the management
and policies of such person or entity,  whether  through the ownership of voting
securities, by contract or otherwise.

         1.2 Claim.  The term  "Claim"  shall mean a patent  claim which has not
expired and which has not been disclaimed,  canceled, or finally held invalid or
unenforceable by a court of competent  jurisdiction from which no further appeal
is possible or has been taken within the time period  provided under  applicable
law for such appeal.

         1.3 Effective Date. The "Effective Date" of this Agreement shall be May
1, 1997.

         1.4 Equipment  Royalty.  The term  "Equipment  Royalty"  shall mean the
royalty to be charged for the sale,  lease,  and other  disposition  of Licensed
Products.

         1.5 Excluded Patents. The term "Excluded Patents" shall mean any patent
issued in the United  States,  owned by  LICENSOR  or a LICENSOR  Affiliate  and
listed on  Exhibit  A or as to which  the  exclusive  rights  therein  have been
granted to Pillar Point Partners.

         1.6 LIBOR  Rate.  The term  "LIBOR  Rate"  shall  mean a fixed  rate of
interest per annum offered for one-year dollar deposits in the London market, in
effect on the applicable date of reference thereto  hereunder,  as quoted in the
Wall Street Journal.

         1.7  Licensed  Patents.  The term  "Licensed  Patents"  shall  mean and
include the patents and patent  applications listed on Exhibit B attached hereto
together  with  all   reissues,   re-examinations,   divisions,   continuations,
continuations-in-part, renewals, extensions of, and additions thereto.

         1.8 Licensed  Procedure.  The term "Licensed  Procedure" shall mean any
procedure for performing  ultraviolet  laser corneal  surgery which is performed
outside  the  United  States  and is covered by at least one Claim of a Licensed
Patent.

         1.9  Licensed  Product.  The term  "Licensed  Product"  shall  mean any
ultraviolet  light  generating  instrumentality  that is covered by at least one
Claim of any Licensed  Patent,  including but not limited to the product(s) more
specifically  described  in Exhibit C. The term  "ultraviolet  light  generating
instrumentality"  when used in this agreement shall mean the entire machine used
for performing  ultraviolet  laser surgery,  and not merely a component or other
part of such machine.

         1.10 Net Selling Price.  The term "Net Selling Price" shall mean,  with
respect to any Licensed Product,  the price for the Licensed Product,  including
any component thereof (such as, without limitation,  power supplies,  gas tanks,
and software), excluding, without limitation, any bona fide charges with respect
to the Licensed Product for packing,  transportation,  insurance,  installation,
training,  duties,  commissions to third-party  distributors or representatives,
use or sales taxes,  excise  taxes,  goods and services  taxes,  prompt  payment
discounts,  quantity  discounts,  amounts  allowed for  returns or credited  for
trade-ins  of Licensed  Products on which a Equipment  Royalty  already has been
paid (or was not otherwise due), and other similar charges.  For purposes of the
preceding sentence, the "price" for a Licensed Product and the related "charges"
shall be determined as follows:

                  (a) If LICENSEE  or a LICENSEE  Affiliate  sells the  Licensed
         Product to a person or entity which is not  LICENSEE's  Affiliate,  the
         price shall be the amount paid to  LICENSEE or the  LICENSEE  Affiliate
         for the Licensed Product.

                  (b) If LICENSEE or a LICENSEE  Affiliate  leases the  Licensed
         Product  or  licenses  the use of the  Licensed  Product to a person or
         entity  that is not a LICENSEE  Affiliate,  sells or leases or licenses
         the use of the  Licensed  Product  to a LICENSEE  Affiliate,  or sells,
         leases,  licenses  the use of, or exchanges  the  Licensed  Product for
         consideration  other than  money,  then the Net  Selling  Price for the
         Licensed Product shall be the average actual Net Selling Price realized
         by LICENSEE and its Affiliates during the immediately  preceding twelve
         (12) full calendar months for the same Licensed  Products or comparable
         Licensed Products of LICENSEE if no sales of the same Licensed Products
         have  occurred  during  that  period.  If there were no actual sale for
         money of the same or comparable  Licensed Product to a person or entity
         that is not a LICENSEE  Affiliate  during  the  preceding  twelve  (12)
         calendar  months,  then the Net Selling Price for the Licensed  Product
         shall be the  average Net Selling  Price  realized by LICENSEE  and its
         affiliates  during the twelve (12) months  prior to and  including  the
         date on which  the last  sale for money of the  Licensed  Product  or a
         comparable  Licensed Product was made to a person or entity that is not
         a LICENSEE Affiliate.

                  (c) If the Licensed  Product is a component of a larger system
         with components  which are not Licensed  Products,  then the price with
         respect  to the  component  shall be the  price at  which  LICENSEE  or
         LICENSEE's Affiliates ordinarily sell the component separately to their
         customers. If LICENSEE does not sell the component separately, then the
         price shall be the fair market value of the component as of the date of
         the  subject  transaction.  Any  charges  shall  be  allocated  to  the
         component in the same  proportion as the price of the component,  as so
         determined, bears to the price of the entire larger system.

                  (d)  The  price   shall  not  include  the  price  of  service
         contracts,   replacement  or  ancillary   components,   such  as  laser
         excitation gases, filters, patient disposables,  and the like which may
         be sold to  LICENSEE's  customers  from  time to time and which are not
         themselves Licensed Products.

                  (e) On or  before  the  date of the  first  report  due  under
         Section  4.7 below,  LICENSEE  will  provide to  LICENSOR an example of
         LICENSEE's calculations of the Net Selling Price for LICENSEE's current
         Licensed Product.

         1.11 Overdue Rate.  The term "Overdue  Rate" shall mean the LIBOR Rate,
plus three and one-half percent (3.5%).

         1.12 Pillar Point Partners. The term "Pillar Point Partners" shall mean
the general  partnership  formed under an  Agreement  dated June 3, 1992 between
LICENSOR and Summit Technology, Inc.

         1.13 United States.  The term "United States" shall mean all fifty (50)
states of the United  States of America,  the District of Columbia,  Puerto Rico
and any other territory or possession or US military base or installation of the
United States of America.

         1.14 User. The term "User" shall mean any user of any Licensed  Product
in a country other than the United States.

                                    ARTICLE 2
                                    RELEASES
                                    --------

                  Subject to the payment of the initial  payment as set forth in
Section 4.1 of this Agreement,  LICENSOR does hereby fully release,  acquit, and
forever  discharge  LICENSEE  and  LICENSEE's  Affiliates  and their  respective
officers, directors,  shareholders,  agents, employees, customers, distributors,
dealers,  vendees,  suppliers,  and Users from any and all claims or  liability,
known or unknown,  arising out of or related in any way to (a) any matter  which
could be considered an  infringement  or form the basis of an action or claim of
infringement  under the Licensed  Patents  occurring prior to the Effective Date
and/or (b) the manufacture, use, offer to sell, or sale of any ultraviolet light
generating  instrumentality  in any country in which any of the Licensed Patents
is issued as of the  Effective  Date.  This  Agreement  effects a settlement  of
claims which are contested and denied.  Nothing  herein shall be construed as an
admission by any party of any  liability  of any kind to the other  party.  This
Agreement  shall not be admissible  as evidence  against any party hereto in any
proceeding  other  than in a  proceeding  to enforce  an  obligation  of a party
hereunder.  Notwithstanding  anything herein to the contrary,  the provisions of
this Article 2 shall survive the expiration or termination of the Agreement.

                                    ARTICLE 3
                                      GRANT
                                      -----

         3.1      Worldwide except the United States.

                  (a) Licensed Products.  The LICENSOR hereby grants to LICENSEE
         the non-exclusive right and license under the Licensed Patents to make,
         have made, use, offer to sell, sell, lease and otherwise dispose of any
         and all Licensed  Products and other apparatus  covered by the Licensed
         Patents during the term hereof in all countries of the world except the
         United  States.  The foregoing  grant  excludes the right to sublicense
         with the following exceptions:

                           (i) LICENSEE  shall have the right to sublicense  any
                  of its  rights  under the  foregoing  grant to any one or more
                  LICENSEE  Affiliate,  on such terms and conditions as LICENSEE
                  in its sole discretion deems appropriate,  to the full extent,
                  and subject to all the limitations  and conditions  (including
                  the  obligation to pay Equipment  Royalties),  of the grant to
                  LICENSEE  hereunder.  Each sublicense to a LICENSEE  Affiliate
                  under the immediately  preceding  sentence shall be treated as
                  if the applicable  LICENSEE Affiliate  separately entered into
                  this  Agreement  with  the  LICENSOR,  but any  such  separate
                  agreement  shall not be  construed  to diminish in any respect
                  LICENSEE's rights or obligations under this Agreement.

                           (ii)  LICENSEE,  and  any  Affiliate  sublicensed  in
                  accordance  with  Section  3.1(a)(i),  shall have the right to
                  license,  offer to sell, sell,  lease, or otherwise dispose of
                  Licensed  Products  to Users,  and other  persons or  entities
                  directly or indirectly through distributors or other resellers
                  or by other means.

                  (b)  Licensed  Procedures.   The  LICENSOR  hereby  grants  to
         LICENSEE the non-exclusive right and license under the Licensed Patents
         to perform any and all  Licensed  Procedures  during the term hereof in
         all  countries of the world  except the United  States.  The  foregoing
         grant  excludes the right to  sublicense  to others with the  following
         exceptions:

                           (i) LICENSEE  shall have the right to sublicense  any
                  of its  rights  under the  foregoing  grant to any one or more
                  LICENSEE  Affiliate,  on such terms and conditions as LICENSEE
                  in its sole discretion  deems  appropriate to the full extent,
                  and  subject to all the  limitations  and  conditions,  of the
                  grant to LICENSEE  hereunder.  Each  sublicense  to a LICENSEE
                  Affiliate  under the immediately  preceding  sentence shall be
                  treated as if the  applicable  LICENSEE  Affiliate  separately
                  entered into this  Agreement  with the LICENSOR,  but any such
                  separate  agreement  shall not be construed to diminish in any
                  respect LICENSEE's rights or obligations under this Agreement.

                           (ii) LICENSEE, and any LICENSEE Affiliate sublicensed
                  in accordance with Section 3.1(b)(i),  shall have the right to
                  sublicense  Users,  and other  persons and entities to perform
                  Licensed Procedures.

                  (c)  Labeling.  LICENSEE or its  applicable  Affiliates  shall
         affix to each  Licensed  Product  which is sold,  leased,  licensed  or
         otherwise  disposed  of after the  Effective  Date by  LICENSEE  or any
         LICENSEE  Affiliate  any label  reasonably  requested  by the  LICENSOR
         respecting the Licensed  Patents.  Nothing in this  Agreement  shall be
         construed to prevent  LICENSEE  from  pointing out that Licensee is the
         manufacturer of the Licensed Product.

         3.2      Excluded Patents.

                  (a) Notwithstanding  anything herein to the contrary,  nothing
         in this  Agreement  shall be  construed  as  granting  LICENSEE  or any
         LICENSEE  Affiliate  a right  to  practice  under  any of the  Excluded
         Patents.  The parties  acknowledge that LICENSOR and Summit Technology,
         Inc.  ("SUMMIT")  have  exclusively  licensed to Pillar Point  Partners
         their  respective  rights under their United States patents relating to
         any  ultraviolet  light-generating   instrumentality  used  to  perform
         corneal  surgery.  It is the stated policy of the Pillar Point Partners
         to award third party sublicense  agreements to all persons qualified to
         make, have made, use, sell, lease and otherwise  dispose of and perform
         (including  the  right  to  license   others  to  perform)   procedures
         practicing the subject matter defined by the  so-licensed  patents,  on
         reasonable,  nondiscriminatory  terms, consistent with those prevailing
         in the market for apparatus or methods for performing ultraviolet laser
         corneal surgery at the time any third party sublicense  agreement is to
         be entered into. All Pillar Point Partners decisions  require,  and are
         made by, the unanimous  agreement of LICENSOR and SUMMIT.  Upon written
         request  by  LICENSEE,  LICENSOR  agrees to use  reasonable  efforts to
         secure for  LICENSEE a third  party  sublicense  from the Pillar  Point
         Partners on the terms available to third parties at that time.

                  (b) In the event that  LICENSEE  or its  Affiliates  acquire a
         third party  sublicense  from Pillar Point  Partners,  then  LICENSEE's
         obligations  to  LICENSOR  to pay  royalties  to LICENSOR on a Licensed
         Product  sold,  leased or  otherwise  disposed of for use in the United
         States  shall be excused  to the extent  that  LICENSEE  actually  pays
         royalties on the same equipment to Pillar Point Partners.

         3.3 Efforts.  LICENSEE's  only  obligation  under this  Agreement  with
respect to producing,  promoting,  selling and marketing  Licensed Product is to
use such  reasonable  efforts as LICENSEE in the exercise of its sole discretion
deems appropriate.

         3.4  Nonassertion.  With  respect  to (a) any  patent  (other  than the
Excluded  Patents) issued in any country which on the Effective  Date,  LICENSOR
owns or under which it has the right to grant  licenses or (b) any patent (other
than the Excluded  Patents)  which may later issue in any country other than the
United States on a pending patent  application  which,  on the Effective Date or
during the term of this Agreement, LICENSOR owns or under which it has the right
to grant licenses, LICENSOR shall not assert any claims for infringement against
LICENSEE,  any  LICENSEE  Affiliate,  or any of their  respective  shareholders,
employees,  agents, suppliers,  vendees, licensees,  lessees, customers or Users
based on the  manufacture,  sale,  or use of any  ultraviolet  light  generating
instrumentality upon which a royalty has been paid in accordance with Article 4.
The  provisions  of this  Section  3.4  shall be  binding  upon and inure to the
benefit  of the  LICENSOR  and  LICENSEE  and their  respective  successors  and
permitted assigns.

         3.5  Withdrawal  of  Pending  Actions.  Any  claims or causes of action
between  LICENSOR and LICENSEE for infringement of patents,  which  infringement
occurred  prior to the  Effective  Date,  shall be deemed to have been fully and
completely  released and settled  between them.  The parties shall within thirty
(30) days of the execution of this Agreement  consent to an order  discontinuing
the Canadian  Action and  providing  that each party will bear its own costs and
attorneys fees related to the action.

                                    ARTICLE 4
                             PAYMENTS AND ROYALTIES
                             ----------------------

         4.1 Initial Payment.  LICENSEE shall pay to LICENSOR,  a non-refundable
sum in the  amount of two  hundred  and thirty  thousand  four  hundred  dollars
(US$230,400.00)  as payment for any and all claims or liability  for the Release
set forth in  Article  2,  above.  Such sum shall be  payable in eight (8) equal
quarterly payments of twenty-eight  thousand eight hundred dollars  (US$28,800),
plus accrued  interest on unpaid  amounts as of the date of payment at the LIBOR
Rate in effect at the beginning of each quarterly period.

         4.2  Equipment  Royalty.  With respect to all Licensed  Products  made,
used, sold,  leased,  or otherwise  disposed of after the Effective Date of this
Agreement outside the United States, LICENSEE shall pay to LICENSOR an equipment
royalty as follows:

                  (a) for Licensed Products sold,  leased or otherwise  disposed
         of for use outside of the United States,  Canada or Japan, an Equipment
         Royalty of six percent (6%) of the Net Selling  Price of such  Licensed
         Products.

                  (b) for Licensed Products sold,  leased or otherwise  disposed
         of for use in Japan,  an Equipment  Royalty of nine percent (9%) of the
         Net Selling Price of such Licensed Products.

                  (c) for Licensed Products sold,  leased or otherwise  disposed
         of for use in Canada,  an Equipment Royalty of thirty thousand Canadian
         dollars  (CN$30,000.00)  for each such Licensed Product sold, leased or
         otherwise disposed of.

Without  limitation,  a Licensed  Product  shall also be deemed to be "otherwise
disposed of" if it is not sold but delivered by LICENSEE or a LICENSEE Affiliate
to others for  consideration  other than money (including by barter or exchange)
regardless of the basis of compensation,  or put into commercial use by LICENSEE
or any LICENSEE Affiliate.

         4.3 Equipment  Royalty Credit.  In the event that any Licensed  Product
for  which an  Equipment  Royalty  has been paid by  LICENSEE  is  returned  and
accepted by LICENSEE  for  credit,  LICENSEE  shall be entitled to a credit from
LICENSOR for any Equipment Royalty paid to LICENSOR with respect to the returned
Licensed Product,  provided each of the following  requirements are satisfied by
LICENSEE:

                  (a) The particular  Licensed  Product was returned  within one
         hundred eighty (180) days after the  installation  thereof at the place
         of business of the returning party; and

                  (b) LICENSEE makes a written  application to LICENSOR for such
         a credit in the form reasonably specified by LICENSOR from time to time
         for such  purpose,  accompanied  by  documentary  evidence  in form and
         substance reasonably acceptable to LICENSOR, confirming that the return
         has  occurred  and  that  LICENSEE  has made a  refund  of any  payment
         received by LICENSEE with respect to the returned Licensed Product.

         4.4 Multiple Claims and Transactions. Anything in this Agreement to the
contrary notwithstanding, a single Equipment Royalty shall be payable under this
Agreement for each single Licensed  Product,  regardless of the number of Claims
of the Licensed  Patents which that Licensed  Product may embody,  the number of
transfers  (including  transfers to any  LICENSEE  Affiliate)  of that  Licensed
Product,  or any other  circumstance.  If the Net Selling Price for the Licensed
Product is payable in installments, under either an installment sale contract, a
lease, or any similar arrangement,  then for purposes of the preceding sentence,
the sum of all Equipment  Royalties payable with respect to all the installments
shall be considered a single Equipment Royalty.

         4.5 Conversion to Licensed  Product.  If an ultraviolet laser apparatus
is not a Licensed Product at the time it is sold, leased,  licensed or otherwise
disposed of by LICENSEE or any LICENSEE Affiliate, but a modification is made to
the  apparatus  by  LICENSEE  or any  LICENSEE  Affiliate  to  convert it into a
Licensed Product,  then the event of modification shall be deemed a sale, lease,
license  or  other  disposition  of the  apparatus  occurring  on the day of the
modification event for purposes of this Agreement.  Thereupon,  the apparatus so
becoming a Licensed  Product  shall be  subject to the  payment of an  Equipment
Royalty  pursuant  to Section  4.2.  However,  for  purposes  of  computing  the
Equipment Royalty on that Licensed Product,  the Net Selling Price thereof shall
be the cost of the  apparatus  when first sold,  leased,  licensed or  otherwise
disposed of (depreciated on a straight-line basis over a five-year period), plus
the additional cost paid with respect thereto upon any  modification  thereof as
provided in this section,  each such cost computed  under the rules set forth in
the definition of the term Net Selling Price.

         4.6 Deferred Payments of Equipment  Royalties.  If any Licensed Product
is sold, leased, licensed or otherwise disposed of in a transaction in which the
consideration  therefor,  and the  Equipment  Royalty with respect  thereto,  is
payable in installments, as herein contemplated, then:

                  (a) The  Equipment  Royalty  payable  pursuant  to Section 4.6
         shall be payable at the same royalty percentage as set forth in Section
         4.2 applied to each installment  payment as such installment payment is
         received.

                  (b) The maximum  amount of  Equipment  Royalty  payable  under
         Section 4.6 with respect to the  transaction  shall be computed,  as of
         the date the  transaction  was entered  into,  on the  aggregate of all
         installments to be paid for the Licensed Product under the terms of the
         transaction.

                  (c)  Any  portion  of the  Equipment  Royalty  computed  under
         Section 4.2 the payment of which is  deferred  under  Section 4.6 shall
         accrue  interest  during  the  period   commencing  on  the  date  such
         transaction  was  entered  into and  extending  through the date of the
         payment of the deferred portion,  at the LIBOR Rate in effect from time
         to time during that period.

                  (d) Each Equipment Royalty  installment payable hereunder with
         respect to the  transaction  shall be  accompanied  by a payment of any
         interest accrued to the date of the Equipment  Royalty  installment due
         date.

                  (e) It is understood  that Sections 4.6 (c) and (d) shall only
         apply if the installment sale, lease, license or other disposition does
         not include a separately  calculated finance charge,  whether stated or
         not,  at least equal to the LIBOR Rate at the time the  transaction  is
         entered into. If the finance  charge is less than the LIBOR Rate at the
         time of the  transaction  entered into,  then such sections  shall only
         apply to compensate  LICENSOR for the  difference  between such finance
         charge and the LIBOR Rate.

         4.7      Reports and Payments.

                  (a) Quarterly and Final Reports of Transactions.

                           (i)  Within  sixty  (60)  days  after the end of each
                  calendar  quarter,  and  within  sixty  (60)  days  after  the
                  expiration  of the  term  of this  Agreement  as  provided  in
                  Article 12,  LICENSEE  shall deliver to the LICENSOR a written
                  report  pertaining to all transactions  which occurred in that
                  calendar  quarter,  or in the period ending on such expiration
                  date for which a  quarterly  report  has not  previously  been
                  furnished to the LICENSOR, as the case may be, with respect to
                  Licensed Products subject to Equipment Royalties.

                           (ii) Each  report  provided  under this  Section  4.7
                  shall:

                                    (A)  Contain   information   sufficient   to
                           calculate  all  Equipment  Royalties  earned  by  the
                           LICENSOR  during the period to which it relates  with
                           respect to each category of Licensed Products.

                                    (B) Contain any other information reasonably
                           specified by the LICENSOR from time to time.

                                    (C) Be in form and  substance  acceptable to
                           reasonable requirements of the LICENSOR's independent
                           public  accounting  firm acting in such capacity from
                           time to time during the term of this Agreement.

                                    (D) Be certified as to accuracy by the Chief
                           Financial Officer of LICENSEE or any other officer of
                           equal or higher rank.

                  (b)  Payments.  Within  sixty  (60) days after the end of each
         calendar  quarter,  and within sixty (60) days after the  expiration of
         the term of this  Agreement as provided in Article 12,  LICENSEE  shall
         pay to the  LICENSOR  an  amount  equal  to  the  sum of all  Equipment
         Royalties (plus applicable interest,  if any) accrued and earned during
         the calendar  quarter,  or during the period  ending on the  expiration
         date,  as the case may be. All payments  shall be payable at LICENSOR's
         address  for  notice  specified  in  Article 8 or at such  place as the
         LICENSOR may designate in writing to LICENSEE from time to time.

                  (c) Taxes.  If LICENSEE is required to withhold any taxes from
         any sum payable to the LICENSOR hereunder, LICENSEE shall withhold such
         taxes and pay same to the  appropriate  tax authorities for the account
         of the LICENSOR.  LICENSEE  shall obtain,  and promptly  furnish to the
         LICENSOR, a receipt evidencing each such tax payment.

                  (d) Form of  Payment.  All  payments  shall be paid in  United
         States  dollars.  Net Selling  Price shall first be  determined  in the
         currency in which the  Licensed  Products  were  manufactured  and then
         converted into its equivalent in United States  currency each month, at
         the average monthly  conversion rate for such foreign currency computed
         based on the  conversion  rates as published in The Wall Street Journal
         for such month.

                                    ARTICLE 5
                         REPRESENTATIONS AND WARRANTIES
                         ------------------------------

         5.1  LICENSOR's  Representations.  LICENSOR  represents and warrants to
LICENSEE  that  LICENSOR is the sole and  exclusive  owner of the entire  right,
title  and  interest  in  and  to  the  Licensed  Patents,  subject  to  certain
non-exclusive  licenses granted to qualified parties,  and that LICENSOR has the
right to grant to LICENSEE the rights and licenses granted hereunder.

         5.2  LICENSEE's  Representations.  LICENSEE  represents and warrants to
LICENSOR that, as of the Effective Date, LICENSEE has not manufactured,  used or
sold more than  thirty-five  (35)  Licensed  Products  for use in any country in
which any of the Licensed  Patents is issued as of the Effective Date.  LICENSEE
further represents and warrants that the accessory equipment listed on Exhibit C
is always sold for a purchase price that is in addition to the purchase price of
the Licensed Product.

         5.3  Mutual  Representations. LICENSOR and LICENSEE each represents and
warrants  to the other that it has full power and  authority  to enter into this
Agreement and carry out the transactions contemplated hereby.

                                    ARTICLE 6
                             RECORDS AND INSPECTIONS
                             -----------------------

         6.1  Records.  LICENSEE  shall  keep and  maintain  complete  books and
records,  utilizing generally accepted accounting principles, and other accepted
accounting  practices  appropriate to the business being  conducted by LICENSEE,
showing with respect to each Licensed Product sold, leased or otherwise disposed
of by LICENSEE or any LICENSEE  Affiliate for the eight (8) most recent calendar
quarters prior to the date of any  inspection  pursuant to Section  6.2(b),  all
information  reasonably  necessary to calculate each Equipment  Royalty which is
payable to the LICENSOR under this Agreement.

         6.2  Inspection.

                  (a) Selection of Inspector.  The LICENSOR acting in good faith
         shall,  at its own expense,  have the right at any time to designate an
         internationally  recognized  accounting  firm (an  "inspector")  who is
         independent of LICENSOR and is reasonably approved by LICENSEE, without
         unreasonable  delay,  to  conduct an  inspection  as  outlined  in this
         Section 6.2. LICENSOR shall provide LICENSEE  reasonable advance notice
         prior to conducting any inspection  and such  inspection  shall only be
         conducted during reasonable business hours.

                  (b) Scope of Inspection.  The inspector  shall have the right,
         exercisable by the LICENSOR not more  frequently than once every fiscal
         year of LICENSEE  during the term of this  Agreement,  on behalf of the
         LICENSOR  to  inspect  all  books  and  records  of  LICENSEE  and  its
         Affiliates  maintained as required under Section 6.1, for the eight (8)
         most recent calendar quarters prior to the date of such inspection, and
         make copies of same as the inspector deems appropriate.

                  (c) Cooperation.  LICENSEE hereby agrees to cooperate with any
         inspection  conducted by the  inspector  as herein  provided and comply
         with all reasonable requests of the inspector.

                  (d)  Confidentiality  Requirements.  Prior to  commencing  any
         inspection  as herein  permitted,  LICENSEE may require the LICENSOR to
         provide it with a written agreement,  consistent with the provisions of
         Articles 6 and 7 and signed by the inspector, under which the inspector
         agrees to hold in confidence  and not disclose to the LICENSOR,  any of
         its partners,  any Affiliates of any partner or LICENSOR,  or any other
         person or entity, and not to use except for purposes of the inspection,
         any confidential  information  provided to or acquired by the inspector
         in connection with any such  inspection,  except that the inspector may
         prepare a report of the results of the inspection which shall report to
         LICENSOR only as to the accuracy of the Equipment Royalty  computations
         made in the report or reports being inspected.

         6.3 Inspection  Fee. If the LICENSOR orders an inspection of LICENSEE's
or its  Affiliates'  books and  records  under  Section 6.2 which  reveals  that
LICENSEE has underpaid any Equipment Royalties due during the inspection period,
LICENSEE shall  immediately  pay to the LICENSOR the unpaid amount plus interest
on the underpaid  amount for the period from the date the  underpaid  amount was
originally due to the date of payment  thereof.  If the underpaid amount is more
than ten (10%) of the Equipment  Royalties  actually paid to the LICENSOR during
the inspection period,  then LICENSEE shall also pay to the LICENSOR the cost of
the  inspection.  If an  inspection  under Section 6.2 reveals that LICENSEE has
overpaid any Equipment  Royalties  due during the  inspection  period,  LICENSOR
shall,  at LICENSEE's  election,  either credit the  overpayment  to LICENSEE or
immediately  pay to the  LICENSEE  the  overpaid  amount  plus  interest  on the
overpaid  amount  for the  period  from the date of  payment  to the date of the
inspection.

                                    ARTICLE 7
                            CONFIDENTIAL INFORMATION
                            ------------------------

         7.1 Confidential Information.  LICENSOR shall not disclose to any third
party  or  use  except  in  furtherance  of  this  Agreement  any   confidential
information  disclosed in  connection  with the  Agreement  by LICENSEE,  or any
LICENSEE Affiliate,  except that the LICENSOR may disclose any such confidential
information  to the  extent  necessary  to  comply  with  its  existing  license
agreements or an order of a court or government agency,  provided that, no later
than  thirty  (30) days after it is so ordered but in any case at least ten (10)
days prior to such disclosure,  the LICENSOR  notifies LICENSEE of its intention
to make the disclosure and precisely the  confidential  information the LICENSOR
intends to disclose  and  cooperates  with  LICENSEE on  reasonable  measures to
protect  the  confidentiality  of such  information.  The  LICENSOR  shall  take
reasonable  steps to limit access to any such  confidential  information to only
persons having a need to know the  confidential  information  for the purpose of
carrying out this Agreement and who are obligated to retain the  confidentiality
of such information under a written agreement with LICENSOR on terms at least as
restrictive as the provisions  contained  herein.  LICENSOR  agrees to return to
LICENSEE upon termination or expiration of this Agreement all tangible copies of
confidential information acquired from LICENSEE or its Affiliates.

         7.2 Non-Confidential  Information. The LICENSOR and any inspector shall
be  under  no  obligation  with  respect  to any  portion  of such  confidential
information which:

                  (a)  Through  no act or  failure  to  act on the  part  of the
         LICENSOR or the inspector, becomes known or available to the public.

                  (b) Is  known by the  LICENSOR  or the  inspector  (preferably
         shown  by  contemporaneous  written  records)  prior  to  the  time  of
         receiving such information.

                  (c) Is  furnished  to the  LICENSOR  by any person not legally
         precluded from making the disclosure without restriction on disclosure.

                                    ARTICLE 8
                                     NOTICES
                                     -------

         Any notice given  pursuant to this  Agreement  shall be in writing and,
except as otherwise expressly provided herein, shall be deemed to have been duly
delivered if delivered  in person or by  certified  or  registered  or overnight
express mail, postage and mailing expense prepaid, or by facsimile  transmission
with hard copy to follow by regular mail,  and, if given or rendered to LICENSEE
addressed to:

                                LaserSight Incorporated
                                12161 Lackland Road
                                St. Louis, MO 63146
                                Attention:  President

                                and to:

                                LaserSight Technologies, Inc.
                                12249 Science Drive
                                Suite 160
                                Orlando, FL 32828
                                Attention:  President


or, if given or rendered to LICENSOR addressed to:

                                VISX, Incorporated
                                3400 Central Expressway
                                Santa Clara, CA  95051
                                Attention:  Chief Executive Officer

Either party may specify a different  address by notifying  the other in writing
of such different address.

                                    ARTICLE 9
                              MOST FAVORED LICENSEE
                              ---------------------

If subsequent to the Effective Date, LICENSOR grants to another  manufacturer of
excimer laser systems similarly  situated to LICENSEE a license under any of the
Licensed Patents which provides to said manufacturer a more favorable  Equipment
Royalty or Net  Selling  Price  than that  provided  to  LICENSEE  for  Licensed
Products,  then LICENSEE may, at its option,  adopt the more favorable Equipment
Royalty  or Net  Selling  Price  as of the  effective  date of  such  subsequent
license.  Also, if subsequent to the Effective  Date,  LICENSOR  grants  another
manufacturer of excimer laser systems  similarly  situated to LICENSEE a license
under any of the  Licensed  Patents  which  provides to said  manufacturer  more
favorable  other terms and conditions  than those terms and conditions  provided
herein to LICENSEE  for Licensed  Products,  then  LICENSEE  may, at its option,
adopt the  subsequent  license  in its  entirety,  mutatis  mutandis,  as of the
effective date of such  subsequent  license.  LICENSOR shall notify  LICENSEE in
writing of the  execution  of any such license  agreement  or amendment  thereto
between  LICENSOR and a third party which relates to the Licensed Patents within
thirty (30) days of the execution thereof.  Such written notice shall include in
reasonable  detail the terms of such  license and  LICENSOR's  opinion as to the
applicability  of this Article 9 to such license.  LICENSEE shall be entitled to
demand confirmation, at LICENSEE's sole expense, from LICENSOR's inspectors that
the  information  provided to LICENSEE from the LICENSOR is reasonably  complete
and accurate.

                                   ARTICLE 10
                                 INDEMNIFICATION
                                 ---------------

         10.1 LICENSEE  Indemnity.  LICENSEE  shall  indemnify,  defend and hold
harmless the  LICENSOR,  and its  successors  and assigns,  from and against any
loss, damage, cost or expense of whatsoever kind or nature (including reasonable
attorneys' fees and  professional  expenses)  incurred by the LICENSOR by reason
of:

                  (a)  Any   product   liability   claim   arising  out  of  the
         manufacture, use, sale, lease, license or other disposition of Licensed
         Products manufactured or marketed by LICENSEE or any LICENSEE Affiliate
         or any distributor of LICENSEE or any LICENSEE Affiliate.

                  (b) Any breach by LICENSEE or any LICENSEE Affiliate of any of
         its obligations under this Agreement.

The foregoing  indemnification  and agreement to defend and hold harmless  shall
include,  without limitation,  any cost or expense incurred or to be incurred by
the  LICENSOR  by  reason  of its  having  been or  being  made a party or being
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding, whether civil, criminal,  administrative or investigative in
connection  with any actual or alleged act or omission  in  connection  with any
such manufacture,  use, sale, lease or other disposition of Licensed Products or
performance  of  any  Licensed  Procedure.  The  foregoing  indemnification  and
agreement  to  defend  and hold  harmless  shall  not  extend to (a) any acts or
omissions  by or on  behalf  of the  LICENSOR  in bad  faith or as a  result  of
negligence,  (b) any claims relating to the validity or enforceability of any of
the Licensed Patents,  or (c) any other claim not attributable to the conduct by
LICENSEE or its Affiliates of their respective business.

         10.2 LICENSOR  Indemnity.  LICENSOR  shall  indemnify,  defend and hold
harmless the LICENSEE, its Affiliates,  and its successors and assigns, from and
against  any  loss,  damage,  cost or  expense  of  whatsoever  kind  or  nature
(including reasonable attorneys' fees and professional expenses) incurred by the
LICENSEE by reason of any breach by LICENSOR or any LICENSOR Affiliate of any of
its obligations under this Agreement.

         10.3 Interest On Amounts Due. Any amount payable under any provision of
this Article 10, Article 4, or any other  provision of this  Agreement  shall be
paid to the party  entitled to the payment  with simple  interest at the Overdue
Rate,  computed and payable for the period commencing,  in the case of a payment
due under  Article  4,  sixty  (60) days  after the  payment  is due under  that
Article,  and in all other cases  fourteen  (14) days from the date on which the
party entitled to the payment  demands  payment in writing,  through the date of
actual payment. In the case of any legal action between any of the parties,  the
party prevailing in such action shall be entitled to receive, in addition to any
payment provided under other provisions of this Agreement,  interest, compounded
quarterly,  at the Overdue Rate on all costs incurred by the prevailing party in
maintaining or defending such legal action which are  indemnified  against under
any provision of this Article 10, for the period commencing on the date on which
any such cost is incurred  until full payment  thereof as otherwise  provided in
this Article 10.

         10.4 Other. A party claiming  indemnification  shall not be entitled to
indemnification  with  respect to any action to which it consented in writing or
any claim as to which it did not give  written  notice to the party  from  which
indemnification  is sought within ninety (90) days after having  received notice
of such  claim.  IN NO EVENT SHALL  EITHER  PARTY BE LIABLE TO THE OTHER FOR ANY
INCIDENTAL,  SPECIAL  OR  CONSEQUENTIAL  DAMAGES.  In the  event  any  claim for
indemnification  arises  from a claim of a third  party,  the  party  from  whom
indemnification  is sought  shall  have the right to defend  against  such third
party  claim  and,  in such  event,  the  party  seeking  indemnification  shall
cooperate with all reasonable  requests in the defense thereof at the expense of
the party from whom indemnification is sought.

                                   ARTICLE 11
                            ASSIGNMENTS AND TRANSFERS
                            -------------------------

         11.1  Transfers/Generally.  Except  as  provided  in this  Article  11,
neither  party  has the  right to assign  or  transfer  any of its  rights or to
delegate  any of its  obligations  or duties  under this  Agreement  without the
express written consent of the other party.

         11.2  Transfers/Exceptions.  Either  party may assign all, but not less
than all, of its rights and obligations  under this Agreement to any one or more
of its Affiliates,  provided that each such Affiliate  executes an instrument by
which it agrees to be bound by the  provisions of this  Agreement.  In addition,
either party (and any of its assignees  hereunder)  may assign all, but not less
than all, of its rights and obligations under this Agreement to any successor by
way of merger,  consolidation or acquisition of substantially all of the party's
assets associated with its Licensed Products and Licensed  Procedures  business,
which executes an instrument by which it agrees to be bound by the provisions of
this  Agreement.  Upon any  such  assignee's  agreement  to  perform  all of the
assigning  party's  obligations  hereunder,   the  assigning  party's  liability
hereunder  through  the  effective  date of the  assignment  shall  nevertheless
continue until  expressly  released by the  non-assigning  party,  which release
shall not be unreasonably  withheld.  Nothing in this Section 11.2 shall prevent
LICENSEE  from  effecting a sublicense of less than all of its rights under this
Agreement as permitted in Sections 3.1(a) or 3.1(b) of this Agreement.

                                   ARTICLE 12
                              TERM AND TERMINATION
                              --------------------

         12.1  General.  The  term  of  this  Agreement  shall  commence  on the
Effective Date hereof and unless sooner  terminated as herein provided shall end
on the date on which the last to expire of the  Licensed  Patents  covering  the
Licensed Products and/or Licensed Procedures.

         12.2 Termination.  LICENSEE shall have the right on each anniversary of
the Effective Date to terminate this Agreement or any of the licenses granted by
this  Agreement,  by  providing  to LICENSOR  at least three (3) months  advance
written  notice of LICENSEE's  intent to terminate.  Such  termination  shall be
effective on the anniversary of the Effective Date following  LICENSOR's  timely
receipt of such notice.

         12.3 Limited Survival of Agreement.  Notwithstanding  the expiration of
the term of this  Agreement  as provided in this Article 12, any  provisions  of
this  Agreement  with  respect to the  subject  matter  described  below in this
Section  12.3  shall  continue  in effect  after such  expiration  to the degree
necessary to permit their complete fulfillment or discharge.

                  (a) Any LICENSEE obligation to maintain records and to provide
         all reports  required under this  Agreement  which relate to any period
         ending  on or  before  such  expiration,  and the  LICENSOR's  right to
         conduct any inspection with respect thereto.

                  (b) The LICENSOR's right to receive or recover, and LICENSEE's
         obligation  to pay,  any amounts due to it under this  Agreement  which
         accrued and were earned at any time prior to such expiration, including
         any amounts which may be due by reason of any  adjustment  arising from
         an inspection pursuant to this Agreement.

                  (c) Licenses,  releases,  and  agreements of  nonassertion  or
         immunity  (running through the period ending on such expiration or such
         later period as set forth herein) in favor of LICENSEE, its Affiliates,
         Users, and any other person which acted on behalf of or for the benefit
         of  LICENSEE or its  Affiliates  with  respect to Licensed  Products or
         Licensed Procedures.

                  (d) Any agreement,  including  under the provisions of Article
         7,  in  effect  at  the  time  of  such   expiration  with  respect  to
         confidential information of any party to this Agreement.

                  (e) Any cause of action or claim or remedies  of the  LICENSOR
         or  LICENSEE  arising  from any breach of or  failure  to  perform  any
         obligation under this Agreement.

                  (f) Any right, duty or obligation of either party hereto which
is  expressly  stated  elsewhere  in this  Agreement  to survive  expiration  or
termination hereof.

         12.4     Failure to Pay; New Products.

                  (a) In the event of a failure by  LICENSEE to make any payment
         in full  and in a  prompt  manner  as  provided  in  Article  4 of this
         Agreement,  if such failure is not  corrected  within  thirty (30) days
         after the date written notice complaining  thereof is sent to LICENSEE,
         the licenses  granted to LICENSEE and its Affiliates and Users pursuant
         to this  Agreement  and to which  such  non-payment  pertains  may,  at
         LICENSOR's  option,  be  terminated  forthwith by LICENSOR upon sending
         written notice to that effect to LICENSEE.

                  (b) If, after the date of this Agreement,  LICENSEE develops a
         product  which  LICENSEE  reasonably  believes  does not  infringe  the
         Licensed  Patents (a "New Product"),  then LICENSEE may notify LICENSOR
         of the  development  of the New Product and request  LICENSOR to make a
         determination   as  to  the   issue   of   infringement.   Under   such
         circumstances,  and notwithstanding  anything in Section 12.4(a) to the
         contrary,  LICENSEE may pay the  royalties due for the New Product into
         an escrow fund  established  at Citibank  N.A.,  New York, New York (or
         such other  financial  institution as the parties may mutually  agree),
         pending  the  outcome  of  LICENSOR's  evaluation  of the New  Product.
         LICENSOR  agrees  to  sign  any  reasonable  confidentiality  agreement
         requested by LICENSEE before receiving  proprietary  information  about
         the New Product. If after six months following the establishment of the
         escrow fund, LICENSEE and LICENSOR cannot agree whether the New Product
         infringes  the  Licensed  Patents,  then  the  funds  in  escrow  shall
         automatically  be  paid  over to  LICENSOR,  and the  matter  shall  be
         resolved using the dispute resolution  proceedings set forth in Article
         13.  Nothing in this  Section  12.4 shall  affect  LICENSEE's  right to
         terminate this Agreement as set forth in Section 12.2.

         12.5 Insolvency.  In the event that LICENSEE shall become insolvent, or
admit in  writing  its  inability  to pay its debts as they  mature,  or make an
assignment  for the benefit of creditors,  or be declared  bankrupt,  or go into
liquidation or receivership, or become a party to a dissolution proceeding or be
admitted to any statutory  procedure for the  settlement of its debts,  and such
condition  continues  for at least  sixty (60) days,  such  shall  constitute  a
material  breach of this  Agreement and LICENSOR shall have the right and option
upon  sending  written  notice to LICENSEE to terminate  forthwith  the licenses
granted to LICENSEE and its Affiliates pursuant to this Agreement.

         12.6  Default.  In the event of a breach of any material  obligation of
this  Agreement  by either  party  (other  than a failure to pay by  LICENSEE as
described at Section  12.4),  the  non-breaching  party in such event may at its
option  terminate  any of the licenses to which the breach  pertains upon ninety
(90) days written  notice  unless such default is corrected  within  ninety (90)
days after the date written notice complaining  thereof is sent to the breaching
party.

         12.7 No Release.  Expiration or  termination  of this  Agreement or the
licenses  hereunder  pursuant to this Article 12 shall not release  either party
hereto from any liability  which as of the date of expiration or termination has
already accrued to that party.

         12.8 Sales After  Termination.  On  termination  or  expiration of this
Agreement for any reason,  LICENSEE shall have the right to sell, lease, license
or otherwise  dispose of any remaining  Licensed Products which it or any of its
Affiliates  has in its  possession  or  control,  or which are in the process of
being manufactured,  provided however,  that LICENSEE shall remain obligated for
any and all  amounts  that  would  have be due  LICENSOR  hereunder  but for the
termination  or expiration of this Agreement  upon the sale,  lease,  license or
other disposition of the Licensed Products.

         12.9  Challenge.  In the event that  LICENSEE  elects to challenge  the
validity of any  Licensed  Patent  during the term of this  Agreement,  LICENSOR
shall have the right to terminate  this  Agreement by providing at least one (1)
month advance written notice to LICENSEE of LICENSOR's intent to terminate,  and
the termination  shall be effective on the date provided in such written notice.
If LICENSOR does not exercise LICENSOR's right to terminate,  LICENSEE agrees to
continue  payment of royalties as required  under this  Agreement for as long as
LICENSEE elects to remain licensed under this Agreement.

                                   ARTICLE 13
                                    DISPUTES
                                    --------

         13.1 Mediation.  In the event of any disagreement  between LICENSOR and
LICENSEE  arising  out  of  the  provisions  of  this  Agreement   (including  a
disagreement about its existence, validity,  enforceability,  or interpretation)
which LICENSOR and LICENSEE are unable to resolve within a reasonable  period of
time to settle  amicably,  either  LICENSOR or LICENSEE  may serve notice to the
other  requiring  the  disagreement  to be referred to  mediators  appointed  by
J.A.M.S.  in Santa Clara  County,  California  and approved by both LICENSOR and
LICENSEE  and  the  disagreement  shall  be so  referred  to  the  mediators  to
facilitate a resolution thereof.

         13.2 Arbitration. Any controversy or claim not successfully mediated in
accordance  with Section 13.1 and arising out of, in connection with or relating
to the  interpretation,  performance  or  breach  of  this  Agreement  or of any
document or agreement  delivered  under this  Agreement,  including any claim or
controversy  based on  contract,  tort or statute,  but  excluding  any claim or
controversy concerning the validity, coverage (i.e., range of protection) or the
interpretation  of  intellectual  property  rights  under the laws of any nation
(which  shall  be  governed  by  Section  13.4  below),   shall  be  settled  by
arbitration.  Any  controversy  concerning  whether a dispute  is an  arbitrable
dispute  shall be  determined by the  arbitrator.  The parties  intend that this
agreement to arbitrate be valid, specifically enforceable and irrevocable.  Such
arbitration  shall be conducted in the City of New York, New York, in accordance
with the Commercial  Arbitration Rules of the American  Arbitration  Association
(the "AAA"), as modified below:

                           (a)  Disputes  shall be  heard  and  determined  by a
         single  neutral  arbitrator,  who shall be a retired or former judge of
         any Federal  Court  appointed  under  Article III of the United  States
         Constitution  or a  retired  or former  judge of the New York  Court of
         Appeals,  selected in accordance with the Commercial  Arbitration Rules
         of  the  AAA,  and  disputes   shall  proceed  under  such  rules,   as
         supplemented  by  the   Supplementary   Procedures  for   International
         Commercial Arbitration.

                           (b) Neither party shall  communicate  separately with
         the arbitrator.  All communications  between a party and the arbitrator
         will be directed to the AAA for transmittal to the arbitrator.

                           (c) Any  party  to an  arbitration  may (i)  seek any
         provisional   remedies   available  under  the  United  States  Federal
         Arbitration  Act, and (ii)  petition the  competent  courts to confirm,
         correct or vacate the award solely on the grounds  stated in the United
         States Federal  Arbitration Act.  Judgment upon the arbitrator's  award
         may be entered in any court  having  jurisdiction  thereof  and,  where
         applicable,  shall be in  accordance  with the U.N.  Convention  on the
         Recognition and Enforcement of Foreign Arbitral Awards.

                           (d) At the conclusion of the arbitration proceedings,
         the  arbitrator  shall render an award in writing and shall specify the
         factual and legal basis for the award.

                           (e)  The  arbitrator   shall  not  be  authorized  or
         entitled  to  include  as part of any  award  any  special,  exemplary,
         punitive or consequential damages,  regardless of the nature or form of
         the claim that has been submitted to arbitration.

         13.3 Costs of Arbitration. The arbitrator shall award to the prevailing
party, if any, as determined by the arbitrator,  all of such prevailing  party's
costs and fees. "Costs and fees" means all reasonable  pre-award expenses of the
arbitration,  including  the  arbitrator's  fees,  administrative  fees,  travel
expenses,  out-of-pocket  expenses such as copying and  telephone,  court costs,
witness fees and reasonable  attorneys' fees and expenses.  Notwithstanding  the
foregoing, the arbitrator may make such different award of costs and fees as the
arbitrator  may determine is required  under the  indemnification  provisions of
this Agreement.

         13.4  Venue in  Intellectual  Property  Disputes.  With  respect to any
dispute  concerning the validity,  coverage (i.e.,  range of protection) and the
interpretation  of  intellectual  property  rights under the laws of any nation,
such dispute shall be under the  jurisdiction  of the courts of the nation where
the intellectual property rights are protected.

                                   ARTICLE 14
                                   ENFORCEMENT
                                   -----------

         In the event that any of the  Licensed  Patents is infringed by a third
party,  the party to this  agreement  having notice of such  infringement  shall
promptly notify the other in writing,  which notice shall set forth the facts of
such infringement in reasonable detail.  LICENSOR agrees to use its best efforts
to  license  any  such  infringer  of the  Licensed  Patents  or to take  prompt
reasonable steps,  including  litigation,  to abate such infringement.  LICENSOR
shall exercise its best efforts in diligently  prosecuting such  litigation.  If
(but  only  if)  LICENSOR  fails  to  prosecute  infringers  according  to  this
Agreement,  then no  royalties  shall  accrue or be owing by  LICENSEE  in those
countries in which infringement  occurs while such infringement  continues to be
ongoing.

                                   ARTICLE 15
                               GENERAL PROVISIONS
                               ------------------

         15.1 Binding  Effect/Further  Actions.  The Agreement  shall be binding
upon and inure to the benefit of the LICENSOR and LICENSEE and their  respective
successors and permitted  assigns.  Each and every  successor to the interest of
any party hereto shall hold such interest subject to the terms and provisions of
this Agreement.

         15.2 Entire Agreement.  This Agreement constitutes the entire agreement
of the parties hereto with respect to the subject matter hereof.  This Agreement
supersedes any prior agreements or  understandings  among the parties hereof. It
may be amended or modified only by written instrument signed by all the parties.

         15.3  Waiver.  A  failure  by any  party  to  insist  upon  the  strict
performance of any covenant, duty, agreement or condition of the Agreement or to
exercise  any  right or  remedy  consequent  upon a  breach  thereof  shall  not
constitute waiver of any such breach or any other covenant,  duty,  agreement or
condition.

         15.4  Governing  Law.  The  Agreement  and the  rights  of the  parties
hereunder  shall be governed by and  interpreted in accordance  with the laws of
California.

         15.5  Invalidity.   If  any  provisions  of  this  Agreement,   or  the
application of such provision to any person or circumstance, shall be held to be
invalid,  the remainder of this Agreement,  or the application of such provision
to such persons or  circumstances  other than those to which it is held invalid,
shall not be affected  thereby,  provided that such invalid  provisions shall be
replaced  by valid and  enforceable  provisions  which  will  achieve  as far as
possible the economic and business intentions of the parties to this Agreement.

         15.6 No Agency. Nothing in this Agreement shall be deemed to appoint or
authorize  LICENSEE to act as an agent of the LICENSOR or to assume or incur any
liability or obligation in the name or on behalf of the LICENSOR,  this sentence
shall not be construed to in any manner  diminish any rights granted to LICENSEE
under this Agreement.

         15.7  Headings.  The headings of the several  articles and sections are
inserted for the convenience of reference only and are not intended to be a part
of or to affect the meaning or interpretation of this Agreement.

         15.8  Singular/Plural.  Whenever in the context it appears appropriate,
each term stated  either in the  singular or the plural  shall  include both the
singular and the plural.

         15.9  Public  Disclosure.  Except  for  such  disclosure  as is  deemed
necessary,  in the  reasonable  judgment of legal  counsel of a party  hereto to
comply with  applicable  law or regulation  and any disclosure to be provided by
LICENSEE  to  its  Users,  no  announcement,  news  release,  public  statement,
publication or  presentation  relating to the existence of this  Agreement,  the
subject matter  hereof,  or either  party's  performance  hereunder will be made
without the other party's prior written  approval,  which  approval shall not be
unreasonably  withheld.  The parties agree that they will use reasonable efforts
to  coordinate  the  initial  announcement  or  press  release  relating  to the
existence of this Agreement so that such initial  announcement  or press release
by each is made contemporaneously.

         15.10  Assistance.  LICENSOR and LICENSEE  recognize that third parties
own and control patents in countries  throughout the world other than the United
States which may relate to the Licensed Products manufactured by LICENSEE. While
LICENSEE is of the opinion that the  Licensed  Products  presently  manufactured
and/or sold by LICENSEE  and its  Affiliates  do not infringe any of these third
party  patents,  in the event that any third party attempts to assert or asserts
any patent (other than Excluded Patents under this Agreement)  against LICENSEE,
then  LICENSOR,  at LICENSEE's  request,  agrees to provide  technical and legal
assistance  to  LICENSEE  in  defense of such  attempt  to assert or  assertion.
LICENSEE  agrees  to  reimburse  LICENSOR  for any and all  costs  and  expenses
reasonably incurred by LICENSOR in providing such requested assistance.

         15.11  Counterparts.   This  Agreement  may  be  executed  in  separate
counterparts,  each of which shall be  considered  an original  but all of which
shall constitute one agreement.

IN WITNESS  WHEREOF,  the parties have executed  this  Agreement as of the dates
indicated.


LICENSEE

LaserSight Incorporated


By:  /s/ Michael R. Farris                    Date:  5/20/97
    -------------------------                       --------------
Name: Michael R. Farris
     ------------------------
Title: President & CEO
      -----------------------

LICENSOR

VISX, Incorporated


By:  /s/ Elizabeth Davila                     Date:  5/27/97
    -------------------------                       --------------
      Elizabeth Davila
      Executive Vice President and
      Chief Operating Officer



<PAGE>



                               LIST OF ATTACHMENTS
                               -------------------


Exhibit A  -  Excluded Patents
Exhibit B  -  Licensed Patents
Exhibit C  -  Licensed Product



<PAGE>


                                    EXHIBIT A
                          to License Agreement Between
                 VISX, Incorporated and LaserSight, Incorporated

                                EXCLUDED PATENTS

1.  All United States patents licensed to Pillar Point Partners

2.  The following additional United States VISX patents:

    Patent No.    Application No.   Title
    ----------    ---------------   -----

    4,885,471     185,867           Ultraviolet Radiometer
    4,902,123     125,240           Topography Measuring Apparatus
    4,905,711     165,535           Eye Restraining Device
    4,916,319     185,152           Beam Intensity Profilometer
    4,993,826     344,368           Topography Measuring Apparatus
    4,998,819     347,348           Topography Measuring Apparatus
    5,009,660     407,566           Gas Purging, Eye Fixation Hand Piece
    5,106,183     416,136           Topography Measuring Apparatus
    5,339,121     07/786,650        Rectilinear Photokeratoscope
    5,474,548     091,670           Method  of  Establishing  a  Unique  Machine
                                    Independent Reference Frame for the Eye
    5,391,165     833,604           System for Scanning a Surgical Laser Beam
    5,286,964     945,207           System   for   Detecting,   Correcting   and
                                    Measuring Depth Movement of a Target
    5,283,598     842,879           Illumination of the Cornea for Profilometry
    5,170,193     656,722           Apparatus and  Method of Identifying Signals
                                    in Biological Tissues
    5,162,641     655,919           System and  Method for Detecting, Correcting
                                    and   Measuring  Depth  Movement  of  Target
                                    Tissue in a Laser Surgical System
    5,157,428     719,924           Spectral  Division  of  Reflected  Light  in
                                    Complex Optical  Diagnostic and  Therapeutic
                                    Systems
    5,098,426     307,315           Method  and  Apparatus for  Precision  Laser
                                    Surgery
    5,054,907     456,109           Ophthalmic  Diagnostic  Apparatus and Method
    5,048,946     523,799           Spectral  Division  of  Reflected  Light  in
                                    Complex Optical Diagnostic and Therapeutic 
                                    Systems
    4,309,998     046,630           Process and Apparatus for Ophthalmic Surgery

3.  All pending United States VISX patent applications

4.  The following non-United States VISX patents and patent applications

    Patent/Application No.        Country           Title
    ----------------------        -------           -----
    2,080,668                     Canada            Rectilinear Photokeratoscope


<PAGE>


                                    EXHIBIT B
                          to License Agreement Between
                 VISX, Incorporated and LaserSight, Incorporated

                                LICENSED PATENTS


                                 ARGENTINA (AR)

Application No. 328,108, filed 05/04/94
Application No. 0334659, filed 12/15/95


                                  BELGIUM (BE)

Patent No. 0 151 869, expires 11/16/04
Patent No. 0 207 648, expires 06/05/06
Patent No. 0 274 205, expires 11/20/06


                                   BRAZIL (BR)

Application No. PI 9401668, filed 05/02/94
Application No. PI 9600020, filed 01/03/96


                                   CANADA (CN)

Patent No. 1243732, expires 10/25/05
Patent No. 1254658, expires 05/23/06
Patent No. 1259105, expires 09/05/06
Patent No. 1271813, expires 07/17/07
Patent No. 1278046, expires 12/18/07
Patent No. 1288481, expires 09/03/08
Patent No. 1300689, expires 05/12/09
Patent No. 1308948, expires 10/20/09
Patent No. 1325832, expires 01/04/11
Application No. 2061976, filed 02/27/92
Application No. 2073802, filed 07/14/92
Application No. 2165515, filed 12/18/95


                                   CHILE (CH)

Application No. 512-94, filed 04/12/94
Application No. 205595, filed 12/28/95


                                  COLOMBIA (CO)

Application No. 015,296, filed 04/15/94
Application No. 95058,466, filed 12/12/95



                           EUROPEAN PATENT OFFICE (EP)

Application No. 92301690.1, filed 02/28/92, Publication No. 503802
Application No. 92307055.1, filed 08/03/92, Publication No. 529822
Application No. 94303256.5, filed 05/05/94, Publication No. 628298
Application No. 96300031.0, filed 01/03/96, Publication No. 721129



                                   FRANCE (FR)

Patent No. 0 151 869, expires 11/16/04
Patent No. 0 207 648, expires 06/05/06
Patent No. 0 218 427, expires 09/26/06
Patent No. 0 257 836, expires 07/31/07
Patent No. 0 274 205, expires 11/20/07
Patent No. 0 346 116, expires 06/08/09


                                  GERMANY (GE)

Patent No. P3491164.8 (EPO 0 151869),  expires 11/16/04 
Patent No. P3673470.5 (EPO 0 207648),  expires 06/05/06 
Patent No. P3687155.9 (EPO 0 218427),  expires 09/26/06  
Patent No. P3688792.7 (EPO 0 247260),  expires 05/29/06  
Patent No. P3782887.8 (EPO 0  257836), expires 07/31/07  
Patent No. P3785568.9 (EPO 0274205),   expires 11/20/07  
Patent No. P68917998.7 (EPO 0  346116), expires 06/08/09


                               GREAT BRITAIN (GB)

Patent No. 0 151 869, expires 11/16/04
Patent No. 0 207 648, expires 06/05/06
Patent No. 0 218 427, expires 09/26/06
Patent No. 0 247 260, expires 05/29/06
Patent No. 0 257 836, expires 07/31/07
Patent No. 0 274 205, expires 11/20/07
Patent No. 0 346 116, expires 06/08/09


                                   ISRAEL (IS)

Patent No. 79223, expires 06/24/06
Patent No. 79034, expires 06/24/06
Patent No. 79224, expires 06/24/06
Patent No. 80124, expires 09/23/06
Patent No. 83185, expires 07/14/07
Application No. 116,547, filed 12/25/95


                                   ITALY (IT)

Patent No. 0 151 869, expires 11/16/04
Patent No. 0 207 648, expires 06/05/06
Patent No. 0 274 205, expires 11/20/07


                                   JAPAN (JP)

Patent No. 1641614, expires 12/25/05, Appl. No. 86132613, 
       Disclosure No. 62057549
Patent No. 1641615, expires 01/07/06, Appl. No. 86146259, 
       Disclosure No. 62053650
Patent No. 1684306, expires 07/08/06, Appl. No. 91044534, 
       Disclosure No. 63150069
Patent No. 1685517, expires 11/15/04, Appl. No. 91043904, 
       Disclosure No. 60119935
Patent No. 1685541, expires 05/15/06, Appl. No. 91033015, 
       Disclosure No. 62101247
Patent No. 1685545, expires 07/08/06, Appl. No. 91044533, 
       Disclosure No. 63073955
Patent No. 1689674, expires 07/02/06, Appl. No. 61154260, 
       Disclosure No. 63011130
Patent No. 1723225, expires 11/27/06, Appl. No. 89144287
Patent No. 1728594, expires 03/06/07, Appl. No. 88312126
Application No. 85019/92, filed 03/09/92
Application No. 237639/92, filed 08/14/92
Application No. 94972/94, filed 05/09/94
Application No. 352250/95, filed 12/28/95


                                NETHERLANDS (NE)

Patent No. 0 151 869, expires 11/16/04
Patent No. 0 207 648, expires 06/05/06


                                SOUTH AFRICA (SA)

Patent No. 84/7841, expires 05/29/08
Patent No. 86/4253, expires 06/06/06
Patent No. 86/4337, expires 06/10/06
Patent No. 86/4710, expires 06/24/06
Patent No. 86/7364, expires 09/26/06
Patent No. 87/5690, expires 07/31/07


                                SOUTH KOREA (SK)

Patent No. 62950, expires 09/25/01
Patent No. 68188, expires 06/27/01
Patent No. 73041, expires 11/20/08
Patent No. 70796, expires 06/05/01
Patent No. 70795, expires 06/23/01
Application No. 3696/92, filed 03/06/92
Application No. 14394/92, filed 08/11/92


                                   SPAIN (SP)

Patent No. 2002375, expires 09/25/06
Patent No. 555742, expires 10/27/07, Appl. No. 8801109
Patent No. 556431, expires 12/16/07, Appl. No. 8801981
Patent No. 556652, expires 09/02/07, Appl. No. 8800834
Patent No. 556680, expires 12/09/07, Appl. No. 8801576


                                   SWEDEN (SW)

Patent No. 86304315.4 (0 207 648), expires 06/05/06
Patent No. 87310283.4 (0 274 205), expires 11/20/07


                                SWITZERLAND (SZ)

Patent No. 0 151 869, expires 11/16/04
Patent No. 0 207 648, expires 06/05/06


                                   TAIWAN (TW)

Patent No. 031283, expires 01/20/04
Patent No. 031324, expires 01/31/04
Patent No. 032592, expires 05/21/04
Utility Model No. 57303, expires 10/23/98



<PAGE>


                                    EXHIBIT C
                          to License Agreement Between
                 VISX, Incorporated and LaserSight, Incorporated


                          EXAMPLES OF LICENSED PRODUCTS



Compak-200 mini-excimer laser system

LS300 excimer laser system

Laser Scan 2000 excimer laser system

The following  accessory equipment items are not considered part of the Licensed
Product and will not be included in the Net Selling Price:

         1.    Corneal Topography System
         2.    Video Eye Tracking System
         3.    Video Display Camera
         4.    Lensometer
         5.    Uninterrupted Power Supply
         6.    Doctor's Chair
         7.    Dehumidifier
         8.    Microkeratome
         9.    Patient Chair